G.R. No.

165146, August 12, 2015 - SECURITIES AND

EXCHANGE COMMISSION AND VERNETTE G. UMALI, Petitioners,
v. BAGUIO COUNTRY CLUB CORPORATION, Respondent.; G.R.
N0. 165209 - RAMON K. ILUSORIO AND ERLINDA K. ILUSORIO,
Petitioners, v. BAGUIO COUNTRY CLUB CORPORATION,
Respondent.

THIRD DIVISION

G.R. No. 165146, August 12, 2015

SECURITIES AND EXCHANGE COMMISSION AND VERNETTE G.

UMALI, Petitioners, v. BAGUIO COUNTRY CLUB
CORPORATION, Respondent.

[G.R. N0. 165209]

RAMON K. ILUSORIO AND ERLINDA K.

ILUSORIO, Petitioners, v. BAGUIO COUNTRY CLUB
CORPORATION, Respondent.

D E C I S I O N

JARDELEZA, J.:

These are consolidated cases questioning the March 26,

2004 Decision1 and September 1, 2004 Resolution of the
Court of Appeals (CA) in C.A. G.R. SP No.
79257.2redarclaw

On December 17, 1998, the Securities and Exchange

Commission (SEC) approved the amended by-laws submitted
by the Baguio Country Club Corporation (BCCC). Article
5, Section 2 thereof reads:LawlibraryofCRAlaw
ChanRoblesVirtualawlibrary

Election and Term. The Board of Directors shall be

elected at the regular meetings or stockholders and
shall hold office for two (2) years and until their
successors are elected and qualified. x x x (Emphasis
supplied)3

On September 27, 2002, Atty. Manuel R. Singson, acting

for and in behalf of Ramon K. Ilusorio and Erlinda
Ilusorio (the Ilusorios) requested the SEC, via a
letter-complaint, to compel BCCC to hold the annual
election of the board of directors for 2002 in view of
the nullity of the above-quoted provision in the
amended by-laws.4 He informed the SEC that sometime in
2001, a stockholder of BCCC requested for the opinion
of the SEC on the validity of the amendment,
particularly the two (2) year term of the board of
directors; and that in response, the SEC opined that
the amendment increasing the term of office to two (2)
years is contrary to law, particularly Section 23 of
the Corporation Code which limits the term of office to
only one (1) year.

In its Comment to the said letter, BCCC claimed that

its amended by laws have already been approved by the
SEC and that the petitioners have no standing to
question the said by-laws, not being stockholders of
the BCCC.5redarclaw

On November 13, 2002, the SEC, through the Corporation

Registration and Monitoring Department, issued an
Order6 ruling that Article 5, Section 2 of the amended
by-laws of BCCC violates Section 23 of the Corporation
Code on the term of office of members of the board of
directors and should be amended to conform to the
rules. The SEC also ordered BCCC to conduct the annual
election of members of the board.
On February 6, 2003, SEC ordered BCCC's Chairman,
President and board members to show cause why they
should not be cited for indirect contempt for defying
the order dated November 1 3, 2002.7 BCCC submitted its
compliance8 on February 12, 2003, claiming that it did
not intend to ignore the order of Atty. Amboy, but was
merely awaiting the latter's clarifications regarding
the Order dated November 13, 2002.

On March 18, 2003, Ramon Ilusorio, as stockholder of

BCCC, formalized Atty. Singson 's letter-request
through a petition with the SEC.9 He alleged among
others, that the BCCC refused to conduct a
stockholders' meeting for the election of board
members, and that the individuals claiming to be
officers of the BCCC used their positions to manipulate
stockholders' meeting to their advantage and harass
those who have opposed them. The petition prayed for
the SEC to call and conduct, under its control and
supervision, a stockholder's meeting in the BCCC for
the election of the members of the board of
directors.10redarclaw

In its August 15, 2003 Order,11 the SEC observed that

the only issue that must be resolved is whether or not
the SEC can call a stockholders' meeting for the
purpose of conducting an election of the BCCC board of
directors.12 It ruled that under the Corporation Code,
it has the power to call such a meeting and to order
the conduct of an election of new board members in the
BCCC.13 Thus it ordered, among others, the calling and
conduct of a stockholders meeting for the election of
the members of the board under the control and
supervision of the SEC.14redarclaw

On September 26, 2003, BCCC filed a petition15 for

certiorari and prohibition with the Court of Appeals
(CA), imputing grave abuse of discretion on the part of
the SEC for issuing its August 15, 2003 Order. BCCC
claimed that Ramon and Erlinda Ilusorio arc not
stockholders of the BCCC and therefore cannot file an
action to question the amended by-laws of the
corporation. It added that the matter is within the
exclusive jurisdiction of the trial court, being an
intra-corporate dispute.

In its Decision16 dated March 26, 2004, the CA granted

the petition, set aside the SEC's Orders and dismissed
the letter-complaint of Ramon Ilusorio.

The CA ruled that the respondents or at least Ramon

Ilusorio has legal standing to file the petition since
he is a registered stockholder of the BCCC, as
evidenced by his Certificate of Stock issued on May 11,
1979.17redarclaw

Nonetheless, the CA agreed with BCCC that the SEC had

no jurisdiction over the unverified letter and petition
filed on behalf of the Ilusorios.18redarclaw

According to the CA, the matter between the parties is

an intra corporate dispute, being between a stockholder
and the corporation itself, as well as other
stockholders, particularly those occupying positions in
the board of directors. Further, the SEC's jurisdiction
over all cases enumerated under Section 5 of
Presidential Decree No. 902-A, including intra-
corporate controversies has been transferred to the
appropriate Regional Trial Courts by virtue of Republic
Act (RA) No. 8799 (The Securities Regulation Code).
Thus, the dispute pertains to the regular courts.

The CA held that contrary to petitioners' claims, this

is not a case of the SEC's exercise of its regulatory
functions, but rather "a legal dispute between one set
of stockholders against the corporation and its
incumbent board of directors"; "an intramural of
arguments and evidence on the parties' respective
rights and interpretation of legal provisions
applicable on a certain set of facts."19redarclaw
Finally, the CA dismissed the contempt charges, noting
that these accusations are only brought about by the
parties' desire to advance their positions.20redarclaw

On September 1, 2004, the CA denied the SEC's motion

for reconsideration for lack of merit.21 Hence, these
petitions.

G.R. No. 165146

In G.R. No. 165146, the petitioner SEC, through the

Office of the Solicitor General (OSG), raised the
following lone error:LawlibraryofCRAlaw

ChanRoblesVirtualawlibrary
THE COURT OF APPEALS SERIOUSLY ERRED IN RULING THAT THE
IMPLEMENTATION OF THE STATUTORY ONE (1) YEAR TERM OF
OFFICE FOR MEMBERS OF THE BOARD OF DIRECTORS IS BEYOND
THE REGULATORY POWER OF SEC BUT WITHIN THE JURISDICTION
OF THE REGULAR COURTS.22

According to the OSG, the one (1) year term rule for
members of the board of directors is mandatory, and
cannot be shortened or extended by agreement of the
parties or by those interested in the position, thus
BCCC's amended by-laws granting its board of directors
a two (2) year term is void, notwithstanding the SEC's
prior approval.23 Pursuant to Section 5 of the
Securities Regulation Code, the SEC has the authority
to compel BCCC to amend its by-laws to conform with
Section 23 of the Corporation Code, and to impose
sanction on the recalcitrant BCCC officers and board
members.24redarclaw

The OSG argues that the matter at hand is not an intra-

corporate dispute. The complaint filed with the SEC was
administrative in nature since it called for an
administrative remedy, even if a third patty has
initiated and/or opposed it.25 The authority to accept,
reject, or order the modification or amendment of
BCCC's by-laws and direct the performance of an act
relative thereto is administrative in nature and does
not partake of a quasi-judicial function.26redarclaw

In its Comment27 in G.R. No. 165146, BCCC claims that it

was subjected to grave and oppressive acts by the SEC
when it issued a series of patently void orders. These
orders were not issued in the exercise of SEC's
regulatory powers, but rather in the nature of quasi-
judicial powers, which the SEC no longer possesses in
view of the transfer of said quasi-judicial power to
the RTCs as provided in RA No. 8799. The SEC can no
longer interpret a provision of law, as it did in this
case, neither can it exercise "directing" and
"examining" powers pursuant to such
interpretation.28 BCCC also maintains that there is an
intra-corporate dispute because the unverified letter
and the petition in the SEC alleged that Erlinda and
Ramon Ilusorio are stockholders.

According to the BCCC, the SEC's authority to order the

conduct of an election of directors is limited to
situations when there is no person authorized to call a
meeting or if no meeting is being called in
contravention of the by-laws. In this case, however,
the SEC is aware and is always notified by BCCC of its
regular and annual stockholders' meeting conducted by
authorized officers of the BCCC. In addition, there is
a need for a valid petition for the holding of a
stockholders' meeting filed by a valid stockholder
before the SEC may compel the same.29redarclaw

In their Reply,30 the Ilusorios maintain that the SEC's

act of calling for an election is not exercise of its
quasi-judicial power, but rather its regulatory power
against a corporation to ensure compliance with the
Corporation Code.31 Moreover, they clarify that contrary
to BCCC's insistence that there is an intra-corporate
dispute, there is in fact no dispute at all, since they
are not asserting any right against the respondent, nor
seeking any positive relief for their personal benefit.
For all intents and purposes, the controversy is
limited to the non-compliance of BCCC's bylaws to the
Corporation Code.32redarclaw

On the other hand, the SEC insists that the case

presents a purely legal issue, that is, whether the
implementation of the one year term of office for
members of the board of directors of a corporation is
beyond the regulatory power of the SEC and within the
jurisdiction of the regular courts. Defending its
actions, the SEC maintained that it merely implemented
the statutory term of office provided in Section 23 of
the Corporation Code. The law being clear and
categorical, there is no room for interpretation nor
construction; there is only room for application. The
SEC clarifies that calling for a meeting and ordering
the conduct of elections is necessary in view of the
expired term of the members of the BCCC board of
directors; hence there is no one authorized to call a
meeting except the SEC.

G.R. No. 165209

In G.R. No. 165209, the Ilusorios submit

that:LawlibraryofCRAlaw

ChanRoblesVirtualawlibrary
1. The Court Of Appeals Patently Erred When It Ruled
That The SEC Has No Jurisdiction To Issue. The Order
Dated August 15, 2003.

II. The Court Of Appeals Erred In Ruling That The Issue

At Hand Is One Involving Intra-Corporate Controversy
And Therefore Lies With The Regular Courts Pursuant To
R.A. No. 8799.33

The Ilusorios claim that the CA's determination of the

dispute as intra-corporate is solely based on the
identity of the parties-stockholder and corporation
itself. However, the determination of intra-corporate
controversy js not absolutely based on who the
contending parties are, but rather on the nature of the
controversy itself, and the authority required to
resolve it.34 While the complaint may have been
initiated by Ramon Ilusorio, a stockholder of BCCC, the
only matter brought to the SEC's attention was BCCC's
violation of the Corporation Code; Ramon Ilusorio did
not assert any specific right or interest against
BCCC.35redarclaw

The nullification of BCCC's by-laws is only a necessary

effect of the act of the SEC in the exercise of its
regulatory, supervisory and control power over
corporations. The Ilusorios also maintain that the SEC
36

is empowered under RA No. 8799 (The Securities

Regulation Code) to call for a meeting for the conduct
of an election, even if there are authorized persons to
call such a meeting.37 In any case, pursuant to the
Corporation Code and the Securities Regulation Code,
the SEC C8n act and exercise its regulatory powers motu
propio, without the complaint or initiative of anyone,
although it may exercise its regulatory powers upon the
complaint or initiative of private parties.38redarclaw

The Ilusorios also impute error on the CA when it did

not rule on the other issues submitted before it. They
claim that they questioned the authority of Federico R.
Agcaoili in filing the petition in the CA on behalf of
BCCC, considering that he had been holding the position
as member of the board of directors for more than one
(I) year, and as such he is just a mere usurper.w They
also impute forum shopping on the part of BCCC when it
filed the petition in the CA notwithstanding its
admission that it filed a letter-complaint to then SEC
Chairperson Lilia Bautista of the SEC, seeking the
reconsideration and reversal of the Order dated August
15, 2003, the same order being assailed in the
petition.40 They state that the special civil action of
certiorari under Rule 65 is a wrong remedy to appeal
the Order of the SEC General Counsel, since the proper
remedy is an appeal to the SEC en banc before resort
can be made to the courts, pursuant to Sections 17-1
and 17-2 of the Revised Rules of Procedure of the
SEC.41 Lastly, the Ilusorios claim that the BCCC
violated the Status Quo Order of the CA dated November
10, 2003 when it proceeded with the stockholders
meeting on November 6, 2003.42redarclaw

In its Comment43, the BCCC maintains that the SEC had no

jurisdiction to take cognizance of an unverified
initiatory letter.44 Even the petition later filed by
Ilusorio is beyond SEC's jurisdiction because
jurisdiction has been expressly transferred to the
special corporate courts of the RTCs. The regulatory
powers of the SEC do not cover its assumption of
authority over the dispute between the parties in this
case, as well as invalidating a provision in BCCC's by-
laws.45 Corporation Code does not authorize the SEC to
nullify or invalidate a by-law provision which has been
previously approved.46 It further alleges that the
letter, far from merely bringing to the attention of
the SEC a violation of the Corporation Code, actually
reeks of an effort to drag the BCCC into the long
drawn-out feud of the Ilusorio family.47 BCCC further
argues that inasmuch as the SEC is powerless to nullify
BCCC's by-laws, any act in connection thereof, such as
the calling a meeting for the purpose of an election is
also necessarily void.48 Finally, BCCC states that there
was no need for the CA to discuss the other collateral
issues raised by the Ilusorios, since in any case, all
proceedings before the SEC are null and void.49redarclaw

Meanwhile, the Ilusorios tiled their Urgent

Manifestation and Motion dated October 28, 2004,
stating that the Corporate Secretary of BCCC issued a
Notice of Annual Meeting of Stockholders, said meeting
to be held on November 11, 2004. According to the
Ilusorios, the scheduled stockholders' meeting would
prejudice the instant petition.50 On November 10, 2004,
the Court issued a resolution directing the parties to
maintain the status quo.51redarclaw

Nonetheless, BCCC and its counsel were made aware of

the status quo order only in the afternoon of November
11, 2004; way after it conducted the stockholders'
meeting in the morning of the same date. BCCC sought
reconsideration of the status quo order52 but its motion
was denied by the Court on December 15, 2004.53redarclaw

On January 10, 2005, we ordered the consolidation of

the two (2) cases.54redarclaw

On July 19, 2005, BCCC filed a Motion for Leave to

Admit Manifestation with Manifestation,55 stating that
in a meeting held on June 29, 2005, the board of
directors of BCCC approved the amendment to its bylaws,
modifying the term of its directors from two (2) years
to one ( 1) year. According to the BCCC, the amendment
was made "to reciprocate the humble gesture" of the SEC
who admitted that the approval of the two-year term of
the BCCC's board of directors was an honest and
inadvertent mistake. BCCC prayed that in view of the
amendment of BCCC's by-laws to reflect a term of one
year for its board of directors, the primary legal
contention of the petitioners should now be deemed moot
and academic. We denied the manifestation due to BCCC's
failure to attach its annexes.56redarclaw

On September 21, 2005, BCCC filed another Motion for

Leave to Admit Manifestation with
57
Manifestation, stating that on August 8, 2005 the SEC
issued a certificate approving BCCC's amended by-laws
(modifying the term of office of its directors from two
[2] years to one [1] year)58. It added that the SEC also
approved the amendments to BCCC's articles of
59
incorporation extending its corporate life and
converting BCCC from a stock to a non-stock
corporation. BCCC reiterated that the SEC's approval of
its amended by-laws has caused the petition to be moot
and academic.

Banking on the same amended by-laws and articles of

incorporation, the SEC tiled a Manifestation and Motion
praying that the petition be considered terminated on
the ground of mootness60 thus:LawlibraryofCRAlaw

In view of the foregoing supervening event, the issue

now pending before this Honorable Court involving the
validity of the term of office of BCC's Board of
Directors prior to its conversion from stock to non-
stock corporation is rendered moot and academic.61

For their part, petitioners Ramon and Erlinda Ilusorio

maintain that the amendment of the by-laws did not
render the petition moot since the validity of the
amendment is not the only subject matter of the
assailed SEC Order.62 They claim that they also raised
other issues63 in their memorandum before the CA.
Further, even assuming, without conceding that the
petition covers only the validity of the amendment
extending the term of directors to two (2) years, the
amendment restoring the term to one (1) year did not
render the petition moot because the fundamental issue
decided by the CA is the jurisdiction of the SEC in
issuing the assailed SEC Order.64redarclaw

The petitions must be denied.

The petitions have been rendered moot by the 2005

amendment of the by-laws. The validity of the two (2)
year term provision and the calling of meeting for the
election of members of the board of directors to
replace those holding a two (2) year term should no
longer be in issue.

A moot and academic case is one that ceases to present

a justiciable controversy by virtue of supervening
events, so that a declaration thereon would be of no
practical use or value.65 In such instance, there is no
actual substantial relief which a petitioner would be
entitled to, and which would be negated by the
dismissal of the petition. Courts generally decline
jurisdiction over such case or dismiss it on the ground
of mootness - save when, among others, a compelling
constitutional issue raised requires the formulation of
controlling principles to guide the bench, the bar and
the public; or when the case is capable of repetition
yet evading judicial review.66redarclaw

The Ilusorios initiated their query, which turned into

a formal action, because of the SEC approved amended
by-law provision extending the term of a member of the
board of directors to two (2) years. In their very own
words, "What was merely brought by RKI to the attention
of the SEC was respondent's violation of the
Corporation Code". More importantly, the Ilusorios
67

stated:LawlibraryofCRAlaw

ChanRoblesVirtualawlibrary
Again, the present case is not about the rights of the
petitioners in relation to the respondent (as a
corporation). xxx. The subject matter herein is the
violation by the respondent of the Corporation Code.
This is about the law and the by-laws or the
respondent, and not the petitioners against respondent.
The exercise of SEC's regulatory authority in the
present case was merely for the purpose of enforcing or
implementing the law, and not to resolve a controversy.
Thus, the submission that the present case is an intra-
corporate controversy is highly remote, not to say
baseless.68

Simply put, the Ilusorios merely invoked the SEC to

exercise what it perceived to be the latter's power to
compel BCCC to comply with the law pertaining to the
term limits of the board of directors. With the
amendment restoring the term of the board to one (1)
year, there is no more illegal provision to speak of.
We are not persuaded by the Ilusorios' claim that the
case is not mooted by the recent amendment since there
are other issues raised in the CA proceedings, and most
importantly, "what is actually in issue in the instant
proceedings is the validity of the SEC
ORDER",69 referring to the SEC's statement in its August
15, 2003 Order that:LawlibraryofCRAlaw

ChanRoblesVirtualawlibrary
The only issue that must be resolved in the instant
case is whether or not the Commission can call a
stockholders' meeting for the purpose of conducting an
election of the BCCC board of directors.70

As can be gleaned from the SEC's Order, the calling of

the meeting for the conduct of an election was made to
rectify the inadvertent approval of the two (2) year
term for the members of the board. With the return of
the one (1) year term, there is no more actual
controversy that warrants the exercise of our judicial
power.

An actual case or controversy exists when there is a

conflict of legal rights or an assertion of opposite
legal claims, which can be resolved on the basis of
existing law and jurisprudence. A justiciable
controversy admits of specific relief through a decree
that is conclusive in character, whereas an opinion
only advises what the law would be upon a hypothetical
state of facts.71redarclaw

Any discussion by the Court of the SEC's power to call

for an election of the board in case of a void term
prescribed by the by-laws, as well as on the nature of
the controversy, and the other issues which are mere
offshoots of the void provision of the by-laws would be
merely academic, opinions that would neither adjudicate
the rights of the parties, nor grant them reliefs.
As we have previously held, courts have no authority to
pass upon issues through advisory opinions or to
resolve hypothetical or feigned problems. Courts do not
sit to adjudicate mere academic questions to satisfy
scholarly interest, however intellectually
72
challenging. Even the other issues raised by the
Ilusorios in the proceedings in the CA, being mere
offshoots of the main issue are likewise mooted by the
amendment.

WHEREFORE, the petitions are DENIED.

SO ORDERED.cralawlawlibrary

Velasco, Jr., (Chairperson), Peralta,

Villarama, and Perez, JJ., concur.
*

Endnotes:

* Designated as Acting Member in view of the leave or

absence of Hon. Bienvenido L. Reyes. per Special Order
No. 2084 dated June 29, 2015.
1Rollo, G.R. No. 165146, pp. 30-42, penned by Justice
Rodrigo V. Cosico, with Justices Elvi John S. Asuncion
and Danilo B. Pine.
2 Id. at 43-45, penned by Justice Elvi John S. Asuncion,
with Justices Danilo B. Pine and Monina Arevalo
Zenarosa, concurring.
3 Id. at 72.
4 Id. at 80-81.
5 Id. at 82-83.
6 Id. at 46-48.
7 Id. at 84.
8 Id at 85.
9 Id at 49. Docketed as SEC Case No. 02-05 entitled IN
RE: Baguio Country Club Corporation.
10Rollo, G.R. No. 16520Q, pp. 63-69
11 Rollo, G.R. No. 165146, pp. 49-56.
12 Id at 52, Order dated August 15, 2003.
13Id at. 53-54.
14Id at 54-56. The dispositive portion of the order
reads:LawlibraryofCRAlaw

ChanRoblesVirtualawlibrary
WHEREFORE PREMISES CONSIDERED, the following are hereby
ordered:LawlibraryofCRAlaw
1. Baguio Country Club Corporation and all its
responsible officers shall call and conduct a
stockholders' meeting of BCCC for the election of the
members of the Board of Directors, under the control
and supervision of the SEC not later than two (2)
months from date hereof. As prayed for by the
petitioners, SEC supervision shall cover, aside from
related areas within the scope of its jurisdiction,
control and supervision the
following:LawlibraryofCRAlaw
ChanRoblesVirtualawlibrary
a. Designation of the date and time of meeting
b. Approval of the proxy forms and registration if
needed
c. Confirmation of the Special Power of Attorney's
(SPAs)
d. Solicitation of Proxies or SPA's c. Process of
nomination
f. Validation of proxies/SPAs
g. Determination of quorum
h. Casting of votes
i. Appreciation of ballots
j. Declaration of results of the election
2. The annual meeting shall be held preferably at the
principal office, if feasible. Otherwise, if the
exigency demands, the meeting shall be conducted in an
alternate venue to be determined by the SEC or its duly
designated representatives within Buguio City. To
maintain a tranquil situation in the conduct of said
meeting. the SEC or its duly designated representatives
may call for assistance or enlist the aid and support
of the military and the city government in the
implementation of its powers and functions.

3. BCCC and all of its responsible officers shall

furnish SEC within ten (10) days from date of actual
receipt hereof and any stockholder, upon request,
within ten (10) days from receipt of such request but
not later than two (2) months before the scheduled
elections, the list or certified true copies of the
list of stockholders and their respective addresses
from 1996 to the current year.

4. BCCC and all its responsible officers are likewise

directed to ensure that all the necessary documents,
materials and facilities are so provided for the fair,
peaceful and orderly conduct or BCCC election.

5. BCCC and nil its responsible officers and

petitioners are directed to submit their preferred
date, time and place of meeting in Baguio City within
five (5) days from date of actual receipt hereof.

6. Finding the reason for non-compliance with the SEC

Order of November 13, 2002 not justifiable, the
Chairman, President and Board of Directors of BCCC, are
hereby declared in indirect contempt of the Commission
and a fine of P10,000.00 is thus imposed for such
infraction.
7. For the purpose of the meeting, Director Benito A.
Cataran and Atty. Rosalina M. Tividad-Tesorio of the
Compnny Registration and Monitoring Department (CRMD)
and Director Justina Callangan or the Corporation
Finance Department (CFD) arc hereby designated as the
SEC representatives to supervise the scheduled BCCC
meeting.

SO ORDERED
15 Id. at 86-115.

16 Id. at 30-42.
17 Id. at 38.
18 Id. at 39.
19Rollo, G. R. No. 165146, p.41, CA Decision.
20Rollo, G.R. No. 165146, p.42.
21 Id. at 43-45.
22 Id. at 17.
23 Id. at 18.
24 Id. at 21-22.
25 Id. at 23.
26 Id. at 24.
27 Id. at 280-300.
28 Id. at 294-295.
29 Id. at 296-297.
30 Id. at 582-590.
31 Id. at 586.
32 Id. at 586.
33Rollo, G.R. No. 165209, p. 19.
34 Id. at 21.
35 Id. at 21-22.
36 Id. at 23.
37 Id. at 24.
38 Id. at 25.
39 Id. at 27.
40 Id. at 27.
41 Id. at 29-30.
42 Id. at 30-31 .
43 Id. at 450-476.
44 Id. at 453.
45 Id. at 464-467.
46 Id. at 466.
47 Id. at 466-467.
48 Id. at 469.
49 Id. at 470.
50 Id. at 370-372.
51 Id. at 412.
52 Id. at 433-445.
53 Id. at 739.
54Rollo, G.R. No. 165146, p. 272.
55Rollo, G.R. No. 165209, pp. 761-765.
56 Id. at 766.
57 Id. at 768-772.
58Rollo, G.R. No. 165209, p. 81.

The amended provision reads:LawlibraryofCRAlaw

Section 2. Election and Term The Board of Directors

shall be elected at the regular meetings or
stockholders and shall hold office for one (1) year and
until their successors are elected and qualified. Only
individual members or the Club in good standing at the
time or the regular meeting who own at least one (1)
share of stock of the Club may be elected as directors.
(As amended by majority vote of the Board of Directors
on 29 June 2005)

x x x
59Id. at 768. Taken up during the 2003 Annual
Stockholders' Meeting.
60Rollo,G.R. No. 165146, pp. 654-658. The SEC stated
the same position in its Comment BCCC's Motion for
Leave to Admit Manifestation dated September 26, 2005,
Id. at 795-797.
61Rollo, G.R. No. 165146, p. 655.
62Rollo, G.R. No. 165146, Comment, pp. 769-776.
63Rollo,G.R. No. 165146, pp. 772-773. The other issues
purportedly raised in the memorandum before the CA are:
a.) authority of Federico Agcaoili to file the petition
on behalf of BCCC; b.) the petition constitutes forum
shopping; c.) special civil action of certiorari under
Rule 65 is the wrong remedy; d.) standing of the
respondents; c.) jurisdiction of the SEC to issue the
assailed Order; f.) violation of petitioner's right to
due process; g.) reasonableness and validity of the SEC
Order; h.) the power of the General Counsel to issue
the assailed Order on behalf of the SEC; i) the power
to cite for contempt and j.) violation of the Status
Quo Order of the CA dated November 10, 2003.
64 Id at 774.
65Integrated Bar of the Philippines v. Atienza, G .R.
No. 175241, February 24, 2010, 613 SCRA 518, 522-521.
66OsmeñaIII v. Social Security System of the
Philippines, G.R. No. 165272. September 13, 2007, 533
SCRA 313, 327.
67Rollo, G.R. No. 165209, pp. 21-22.
68 Id at 22.
69 G.R. No. 165209, Comment, p. 867.
70Rollo, G.R. No. 165209, Order, p. 877.
71Guingona,Jr. v. Court of Appeals, G.R. No. 125532,
July 10, 1998, 292 SCRA 402, 413.
72Id., citations omitted.